Singapore legislation
Regulation 14
Regulation 14
Remuneration Committee
Subregulation 1
Subject to paragraph (5) and regulations 12(3) and 20, a DFHC (Bank) must have a Remuneration Committee comprising —
at least 3 members of the Board; and
at least a majority of directors (including the chairperson of the Remuneration Committee) who are independent directors.
Subregulation 2
In addition to any other responsibilities that may be determined by the Board, the Remuneration Committee of a DFHC (Bank) is responsible for —
recommending a framework for determining the remuneration of the directors of the DFHC (Bank);
recommending a framework for determining the remuneration of the executive officers of the DFHC (Bank) that must include the following elements and factors in the design and operation of the framework:
the remuneration package of each executive officer of the DFHC (Bank) —
must be aligned to the specific job function undertaken by the executive officer and, where the executive officer undertakes any of the DFHC (Bank)’s control job functions, the remuneration package of that executive officer must be determined independently of the business functions of the DFHC (Bank);
must take into account input from the employees in the DFHC (Bank)’s control job functions as may be relevant to the specific job function undertaken by the executive officer;
must be aligned with the risks that the DFHC (Bank) undertakes in its business that is relevant to the specific job function undertaken by the executive officer;
must be sensitive to the time horizon of risks that the DFHC (Bank) is exposed to, including ensuring that variable compensation payments must not be finalised over short periods of time when risks are realised over long periods of time;
must, in relation to the quantum of bonus payable to the executive officer, be linked to his or her personal performance, the performance of his or her specific job function as a whole and the overall performance of the DFHC (Bank); and
must, in relation to the rationale for the mix of cash, equity and other forms of incentives, be justified;
the size of the bonus pool of the DFHC (Bank) must be linked to the overall performance of the DFHC (Bank);
recommending the remuneration of each director and executive officer of the DFHC (Bank) based on the frameworks mentioned in sub‑paragraphs (a) and (b), respectively; and
reviewing, at least once in each year, the remuneration practices of the DFHC (Bank) to ensure that they are aligned with the recommendation made in accordance with sub‑paragraphs (a), (b) and (c).
Subregulation 3
In paragraph (2) —
Definition
“business functions” means the job functions in the DFHC (Bank) relating to the conduct of risk‑taking activities in relation to the business of the DFHC (Bank);
Definition
“control job functions” means the following job functions:
risk control and management;
finance;
compliance;
internal audit;
human resources;
risk control related back office operations.
Subregulation 4
The Remuneration Committee must maintain records of all its meetings.
Subregulation 5
If a member of the Remuneration Committee resigns, ceases to be a director or for any other reason ceases to be a member of the Remuneration Committee —
the DFHC (Bank) must notify the Authority of the event within 14 days after the occurrence of the event; and
if this results in a breach of any requirement under paragraph (1), the Board must, within 3 months after that event, appoint the number of new members that is necessary to rectify the composition of the Remuneration Committee in accordance with that requirement.
Subregulation 6
A DFHC (Bank) that contravenes paragraph (1) shall be guilty of an offence and shall be liable on conviction —
to a fine not exceeding $25,000; and
in the case of a continuing offence, to a further fine not exceeding $2,500 for every day or part of a day during which the offence continues after conviction.
Subregulation 7
A DFHC (Bank) that contravenes paragraph (5)(a) shall be guilty of an offence and shall be liable on conviction to a fine not exceeding $25,000.